SC 13D/A 1 d338572dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§240.13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Amendment No. 16

 

 

Artisan Partners Asset Management Inc.

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

04316A-108

(CUSIP Number)

Sarah A. Johnson

875 E. Wisconsin Ave., Suite 800

Milwaukee, WI 53202

(414) 390-6100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 1, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

 


CUSIP No. 04316A-108    SCHEDULE 13D    Page 2 of 8

 

  1.    

  NAMES OF REPORTING PERSONS

 

  Eric R. Colson

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (A)  ☐        (B)  ☒

 

  3.  

  SEC USE ONLY

 

  4.  

  SOURCE OF FUNDS:

 

  OO

  5.  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) or 2(E)

 

  ☐

  6.  

  CITIZENSHIP OR PLACE OF ORGANIZATION:

 

  United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.     

  SOLE VOTING POWER

 

  0

     8.   

  SHARED VOTING POWER

 

  10,795,6681

     9.   

  SOLE DISPOSITIVE POWER

 

  607,406

   10.   

  SHARED DISPOSITIVE POWER

 

  0

11.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  10,795,668

12.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  15.7% 2

14.  

  TYPE OF REPORTING PERSON (See Instructions)

 

  IN

 

1 

Represents all shares of Class A and Class B common stock of Artisan Partners Asset Management Inc. that the Stockholders Committee (discussed in this Schedule 13D), of which Mr. Colson is a member, has the power to vote. Mr. Colson disclaims beneficial ownership of all shares except those for which he has sole dispositive power.

2 

Represents the amount in Row 11 divided by the sum of the total number of outstanding shares of Class A common stock and the number of shares of Class A common stock that would be issued upon exchange of the shares of Class B common stock included in Row 8.


CUSIP No. 04316A-108    SCHEDULE 13D    Page 3 of 8

 

  1.    

  NAMES OF REPORTING PERSONS

 

  Charles J. Daley, Jr.

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (A)  ☐        (B)  ☒

 

  3.  

  SEC USE ONLY

 

  4.  

  SOURCE OF FUNDS:

 

  OO

  5.  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) or 2(E)

 

  ☐

  6.  

  CITIZENSHIP OR PLACE OF ORGANIZATION:

 

  United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.     

  SOLE VOTING POWER

 

  400 3

     8.   

  SHARED VOTING POWER

 

  10,795,6684

     9.   

  SOLE DISPOSITIVE POWER

 

  114,454

   10.   

  SHARED DISPOSITIVE POWER

 

  0

11.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  10,796,068

12.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  15.7% 5

14.  

  TYPE OF REPORTING PERSON (See Instructions)

 

  IN

 

3 

Represents all shares of Class A common stock of Artisan Partners Asset Management Inc. beneficially owned by Mr. Daley that are not subject to the Stockholders Agreement discussed in this Schedule 13D.

4 

Represents all shares of Class A and Class B common stock of Artisan Partners Asset Management Inc. that the Stockholders Committee, of which Mr. Daley is a member, has the power to vote. Mr. Daley disclaims beneficial ownership of all shares except those for which he has sole dispositive power.

5 

Represents the amount in Row 11 divided by the sum of the total number of outstanding shares of Class A common stock and the number of shares of Class A common stock that would be issued upon exchange of the shares of Class B common stock included in Row 8

 

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CUSIP No. 04316A-108    SCHEDULE 13D    Page 4 of 8

 

  1.    

  NAMES OF REPORTING PERSONS

 

  Gregory K. Ramirez

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (A)  ☐        (B)  ☒

 

  3.  

  SEC USE ONLY

 

  4.  

  SOURCE OF FUNDS:

 

  OO

  5.  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) or 2(E)

 

  ☐

  6.  

  CITIZENSHIP OR PLACE OF ORGANIZATION:

 

  United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.     

  SOLE VOTING POWER

 

  1,400 6

     8.   

  SHARED VOTING POWER

 

  10,795,6687

     9.   

  SOLE DISPOSITIVE POWER

 

  127,668

   10.   

  SHARED DISPOSITIVE POWER

 

  0

11.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  10,797,068

12.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  15.7%8

14.  

  TYPE OF REPORTING PERSON (See Instructions)

 

  IN

 

6 

Represents all shares of Class A common stock of Artisan Partners Asset Management Inc. beneficially owned by Mr. Ramirez that are not subject to the Stockholders Agreement discussed in this Schedule 13D.

7 

Represents all shares of Class A and Class B common stock of Artisan Partners Asset Management Inc. that the Stockholders Committee, of which Mr. Ramirez is a member, has the power to vote. Mr. Ramirez disclaims beneficial ownership of all shares except those for which he has sole dispositive power.

8 

Represents the amount in Row 11 divided by the sum of the total number of outstanding shares of Class A common stock and the number of shares of Class A common stock that would be issued upon exchange of the shares of Class B common stock included in Row 8.

 

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CUSIP No. 04316A-108    SCHEDULE 13D    Page 5 of 8

 

About this Amendment No. 16

This Amendment No. 16 to Schedule 13D (“Amendment No. 16”) amends the statement on Schedule 13D relating to the Class A common stock of Artisan Partners Asset Management Inc. (the “Company”) filed by the Reporting Persons with the Securities and Exchange Commission on March 12, 2014, as amended. Capitalized terms used in this Amendment No. 16 but not otherwise defined herein have the meanings given to them in the Schedule 13D as amended to date.    

This Amendment No. 16 is being made to update the number of shares subject to the Stockholders Agreement described in the Schedule 13D as amended to date and the percentage of the combined voting power attributed to those shares. Except as otherwise set forth herein, this Amendment No. 16 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D as amended to date.

 

Item 2.

Identity and Background

(a), (b), (c), (f) The identity and background of the persons filing this Schedule (each a “Reporting Person,” and collectively, the “Reporting Persons”) is as follows:

 

Name

  

Business Address

  

Principal Occupation

  

Citizenship

Eric R. Colson   

c/o Artisan Partners Asset Management Inc.

875 E. Wisconsin Ave., Ste. 800, Milwaukee, Wisconsin 53202

   Chief Executive Officer and Chairman of the Board of Directors of the Company    United States of America
Charles J. Daley, Jr.    c/o Artisan Partners Asset Management Inc.
875 E. Wisconsin Avenue, Suite 800, Milwaukee, Wisconsin 53202
   Executive Vice President, Chief Financial Officer and Treasurer of the Company    United States of America
Gregory K. Ramirez   

c/o Artisan Partners Asset Management Inc.             875 E.

Wisconsin Avenue, Suite 800, Milwaukee, Wisconsin 53202

   Executive Vice President of the Company    United States of America

 

Item 5.

Interest in Securities of the Issuer

(a) – (b)

As of March 1, 2021, 7,012,067 shares of Class A common stock of the Company and all 3,783,601 shares of Class B common stock of the Company are subject to the Stockholders Agreement. Those shares, in the aggregate, represent approximately 13.6% of the combined voting power of the Company’s outstanding common stock. Each of the Reporting Persons is a member of the three-person Stockholders Committee that has the power to vote the shares subject to the Stockholders Agreement. As a result, each of the Reporting Persons may be deemed to have acquired beneficial ownership of all shares subject to the Stockholders Agreement. Each of the Reporting Persons disclaims beneficial ownership of all shares subject to the Stockholders Agreement, except for those shares with respect to which each Reporting Person, respectively, possesses sole dispositive power as noted below. The Stockholders Agreement is described in greater detail in, and filed as an exhibit to, the Schedule 13D.

 

Name

   Aggregate
Number of Shares
of Class A
Common Stock
Beneficially
Owned
     Percentage of
Outstanding
Class A
Common
Stock
    Sole
Voting
Power
     Shared
Voting
Power
     Sole Power
to Dispose
     Shared Power to
Dispose
 

Eric R. Colson

     10,795,668        15.7     0        10,795,668        607,406        0  

Charles J. Daley, Jr.

     10,796,068        15.7     400        10,795,668        114,454        0  

Gregory K. Ramirez

     10,797,068        15.7     1,400        10,795,668        127,668        0  

 

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CUSIP No. 04316A-108    SCHEDULE 13D    Page 6 of 8

 

The percentages in the column titled Percentage of Outstanding Class A Common Stock are calculated in accordance with Rule 13d-3(d)(1)(i) and thereby represent each Reporting Person’s aggregate number of shares of Class A common stock beneficially owned, divided by the sum of the total number of outstanding shares of Class A common stock and the number of shares of Class A common stock that would be issued upon exchange of the shares of Class B common stock deemed to be beneficially owned by the Reporting Person. Each share of Class B common stock corresponds to a Class B common unit of Holdings, which, together with the corresponding Class B common unit, is exchangeable for one share of Class A common stock, subject to certain restrictions and conditions.

(c) On February 15, 2021, 475,987 restricted shares of Class A common stock held by certain employees of the Company vested. A portion of the vested shares were withheld by the Company to cover employees’ tax withholding obligations. Subsequent to the vesting date, a number of employees sold some or all of their vested shares. Once sold, the shares were no longer subject to the Stockholders Agreement and were no longer deemed to be beneficially owned by the Reporting Persons. None of Mr. Colson, Mr. Daley and Mr. Ramirez sold shares in connection with the February 15 vesting.

Pursuant to the Exchange Agreement, a number of employee-partners exchanged Class B common units of Holdings (along with a corresponding number of shares of Class B common stock, which were canceled) for an equal number of shares of Class A common stock on the dates and in the amounts set forth below. Subsequent to each exchange, some of the exchanging employee-partners sold some or all of the shares of Class A common stock received upon such exchange. Once sold, the shares were no longer subject to the Stockholders Agreement and were no longer deemed to be beneficially owned by the Reporting Persons. None of Mr. Colson, Mr. Daley and Mr. Ramirez exchanged Class B common units in connection with these exchanges.

 

Exchange Date

   Class B Common Units Exchanged  

August 5, 2020

     69,877  

November 4, 2020

     118,540  

February 25, 2021

     35,743  

On March 1, 2021, the Company issued 740,249 restricted shares of Class A common stock to certain of its employees, including to Mr. Daley and Mr. Ramirez who each received 9,404 restricted shares, pursuant to the Company’s 2013 Omnibus Incentive Compensation Plan. The restricted shares are subject to the Stockholders Agreement and, therefore, the Reporting Persons may be deemed to have acquired beneficial ownership of all the restricted shares issued. Each of the Reporting Persons disclaims beneficial ownership of all shares subject to the agreement, except for those shares with respect to which each Reporting Person, respectively, possesses sole dispositive power, as noted above.

On March 1, 2021, the Company closed an underwritten offering of 1,110,080 shares of its Class A common stock, consisting of 963,614 shares sold by the Company and 146,466 shares sold by a selling stockholder. The Company used all of the proceeds of the offering received from the sale of shares sold by the Company to purchase 963,614 common units of Holdings from certain limited partners, including 638,614 Class B common units from certain employee-partners. The Company did not receive any of the proceeds from the sale of shares by the selling stockholder, who is also an employee-partner. The underwriter purchased the shares of Class A common stock from the Company and the selling stockholder, respectively, at a price of $48.69 per share. None of Mr. Colson, Mr. Daley and Mr. Ramirez sold Class B common units of Holdings in connection with the offering.

In addition, since the filing of Amendment No. 15, a number of previously vested shares of Class A common stock subject to the Stockholders Agreement have been sold by certain employees of the Company. Once sold, the shares were no longer subject to the Stockholders Agreement and were no longer deemed to be beneficially owned by the reporting persons. None of Mr. Colson, Mr. Daley and Mr. Ramirez have sold shares of Class A common stock since the filing of Amendment No. 15.

(d) Except for the shares listed in the column titled Sole Power to Dispose, persons other than the Reporting Persons have the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares listed in the column titled Aggregate Number of Shares of Class A Common Stock Beneficially Owned. The information set forth under Items 3 and 6 of the Schedule 13D as amended to date is hereby incorporated by reference.

 

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CUSIP No. 04316A-108    SCHEDULE 13D    Page 7 of 8

 

Item 7.

Material to Be Filed as Exhibits.

 

Exhibit

  

Description

99.1    Joint Filing Agreement, dated as of February 20, 2015 (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed on March 10, 2015)
99.2    Stockholders Agreement, dated as of March 12, 2013 (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
99.3    Exchange Agreement, dated as of March 6, 2013 (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
99.4    Amended and Restated Resale and Registration Rights Agreement, dated as of November 6, 2013 (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
99.5    Power of Attorney of Eric R. Colson, dated March 10, 2014 (incorporated by reference to Exhibit 99.5 to the Schedule 13D filed on March 12, 2014)
99.6    Power of Attorney of Charles J. Daley, Jr., dated March 10, 2014 (incorporated by reference to Exhibit 99.6 to the Schedule 13D filed on March 12, 2014)
99.7    Power of Attorney of Gregory K. Ramirez, dated March 11, 2014 (incorporated by reference to Exhibit 99.7 to the Schedule 13D filed on March 12, 2014)

 

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CUSIP No. 04316A-108    SCHEDULE 13D    Page 8 of 8

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 2, 2021
ERIC R. COLSON
By:  

Eric R. Colson*

CHARLES J. DALEY JR.
By:  

Charles J. Daley Jr. *

GREGORY K. RAMIREZ
By:  

Gregory K. Ramirez*

*By:  

/s/ Sarah A. Johnson

  Sarah A. Johnson
  Attorney-in-Fact for Eric R. Colson
  Attorney-in-Fact for Charles J. Daley, Jr.
  Attorney-in-Fact for Gregory K. Ramirez

 

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